Exhibit 4.3
 
 OASIS PETROLEUM INC.,
AS ISSUER
 AND
 ANY SUBSIDIARY GUARANTORS PARTY HERETO
 AND
 [   ],
AS TRUSTEE
 SUBORDINATED INDENTURE
 DATED AS OF  , 20




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##### 



TABLE OF CONTENTS
 ARTICLE ONEDEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONSECTION 101. Definitions
    
    
    1SECTION 102. Compliance Certificates and Opinions
    
    
    7SECTION 103. Form of Documents Delivered to Trustee
    
    
    8SECTION 104. Acts of Holders; Record Dates
    
    
    8SECTION 105. Notices, Etc., to Trustee and Company
    
    
    11SECTION 106. Notice to Holders; Waiver
    
    
    11SECTION 107. Conflict with Trust Indenture Act
    
    
    11SECTION 108. Effect of Headings and Table of Contents
    
    
    12SECTION 109. Successors and Assigns
    
    
    12SECTION 110. Separability Clause
    
    
    12SECTION 111. Benefits of Indenture
    
    
    12SECTION 112. Governing Law
    
    
    12SECTION 113. Legal Holidays
    
    
    12SECTION 114. No Recourse Against Others
    
    
    12SECTION 115. Indenture May Be Executed in Counterparts
    
    
    13ARTICLE TWOSECURITY FORMSSECTION 201. Forms Generally
    
    
    13SECTION 202. Form of Face of Security
    
    
    13SECTION 203. Form of Reverse of Security
    
    
    15SECTION 204. Form of Notation of Subsidiary Guarantee
    
    
    19SECTION 205. Form of Legend for Global Securities
    
    
    19SECTION 206. Form of Trustees Certificate of Authentication
    
    
    20SECTION 207. Form of Conversion Notice
    
    
    20ARTICLE THREETHE SECURITIESSECTION 301. Amount Unlimited; Issuable in Series
    
    
    21SECTION 302. Denominations
    
    
    24SECTION 303. Execution, Authentication, Delivery and Dating
    
    
    24SECTION 304. Temporary Securities
    
    
    25SECTION 305. Registration, Registration of Transfer and Exchange
    
    
    26SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities
    
    
    27SECTION 307. Payment of Interest; Interest Rights Preserved
    
    
    28SECTION 308. Persons Deemed Owners
    
    
    29SECTION 309. Cancellation
    
    
    30SECTION 310. Computation of Interest
    
    
    30
 i




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##### 



ARTICLE FOURSATISFACTION AND DISCHARGESECTION 401. Satisfaction and Discharge of Indenture
    
    
    30SECTION 402. Application of Trust Money
    
    
    31ARTICLE FIVEREMEDIESSECTION 501. Events of Default
    
    
    31SECTION 502. Acceleration of Maturity; Rescission and Annulment
    
    
    34SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee
    
    
    35SECTION 504. Trustee May File Proofs of Claim
    
    
    35SECTION 505. Trustee May Enforce Claims Without Possession of Securities
    
    
    36SECTION 506. Application of Money Collected
    
    
    36SECTION 507. Limitation on Suits
    
    
    36SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest
    
    
    37SECTION 509. Restoration of Rights and Remedies
    
    
    37SECTION 510. Rights and Remedies Cumulative
    
    
    37SECTION 511. Delay or Omission Not Waiver
    
    
    38SECTION 512. Control by Holders
    
    
    38SECTION 513. Waiver of Past Defaults
    
    
    38SECTION 514. Undertaking for Costs
    
    
    38SECTION 515. Waiver of Usury, Stay or Extension Laws
    
    
    39ARTICLE SIXTHE TRUSTEESECTION 601. Certain Duties and Responsibilities
    
    
    39SECTION 602. Notice of Defaults
    
    
    39SECTION 603. Certain Rights of Trustee
    
    
    39SECTION 604. Not Responsible for Recitals or Issuance of Securities
    
    
    40SECTION 605. May Hold Securities
    
    
    41SECTION 606. Money Held in Trust
    
    
    41SECTION 607. Compensation and Reimbursement
    
    
    41SECTION 608. Conflicting Interests
    
    
    41SECTION 609. Corporate Trustee Required; Eligibility
    
    
    42SECTION 610. Resignation and Removal; Appointment of Successor
    
    
    42SECTION 611. Acceptance of Appointment by Successor
    
    
    43SECTION 612. Merger, Conversion, Consolidation or Succession to Business
    
    
    44SECTION 613. Preferential Collection of Claims Against Company and Subsidiary
Guarantors
    
    
    45SECTION 614. Appointment of Authenticating Agent
    
    
    45ARTICLE SEVENHOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANYSECTION 701. Company to Furnish Trustee Names and Addresses of Holders
    
    
    46
 ii




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##### 



SECTION 702. Preservation of Information; Communications to Holders
    
    
    47SECTION 703. Reports by Trustee
    
    
    47SECTION 704. Reports by Company and Subsidiary Guarantors
    
    
    47ARTICLE EIGHTCONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASESECTION 801. Company May Consolidate, Etc., Only on Certain Terms
    
    
    47SECTION 802. Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms
    
    
    48SECTION 803. Successor Substituted
    
    
    49ARTICLE NINESUPPLEMENTAL INDENTURESSECTION 901. Supplemental Indentures Without Consent of Holders
    
    
    49SECTION 902. Supplemental Indentures With Consent of Holders
    
    
    51SECTION 903. Execution of Supplemental Indentures
    
    
    52SECTION 904. Effect of Supplemental Indentures
    
    
    52SECTION 905. Conformity with Trust Indenture Act
    
    
    52SECTION 906. Reference in Securities to Supplemental Indentures
    
    
    52ARTICLE TENCOVENANTSSECTION 1001. Payment of Principal, Premium and Interest
    
    
    53SECTION 1002. Maintenance of Office or Agency
    
    
    53SECTION 1003. Money for Securities Payments to Be Held in Trust
    
    
    54SECTION 1004. Statement by Officers as to Default
    
    
    55SECTION 1005. Existence
    
    
    55SECTION 1006. Maintenance of Properties
    
    
    55SECTION 1007. Payment of Taxes and Other Claims
    
    
    56SECTION 1008. Maintenance of Insurance
    
    
    56SECTION 1009. Waiver of Certain Covenants
    
    
    56ARTICLE ELEVENREDEMPTION OF SECURITIESSECTION 1101. Applicability of Article
    
    
    56SECTION 1102. Election to Redeem; Notice to Trustee
    
    
    56SECTION 1103. Selection by Trustee of Securities to Be Redeemed
    
    
    57SECTION 1104. Notice of Redemption
    
    
    58SECTION 1105. Deposit of Redemption Price
    
    
    58SECTION 1106. Securities Payable on Redemption Date
    
    
    59SECTION 1107. Securities Redeemed in Part
    
    
    59ARTICLE TWELVESUBORDINATION OF SECURITIESSECTION 1201. Applicability of Article
    
    
    59
 iii




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##### 



SECTION 1202. Securities Subordinate to Senior Debt
    
    
    59SECTION
1203. Payment Over of Proceeds Upon Dissolution, Etc.
    
    
    60SECTION 1204. No Payment When Senior Debt of the Company in Default
    
    
    61SECTION 1205. Payment Permitted If No Default
    
    
    62SECTION 1206. Subrogation to Rights of Holders of Senior Debt of the Company
    
    
    62SECTION 1207. Provisions Solely to Define Relative Rights
    
    
    63SECTION 1208. Trustee to Effectuate Subordination
    
    
    63SECTION 1209. No Waiver of Subordination Provisions
    
    
    63SECTION 1210. Notice to Trustee
    
    
    64SECTION 1211. Reliance on Judicial Order or Certificate of Liquidating Agent
    
    
    64SECTION 1212. Trustee Not Fiduciary for Holders of Senior Debt of the Company
    
    
    65SECTION 1213. Rights of Trustee as Holder of Senior Debt of the Company; Preservation
of Trustees Rights
    
    
    65SECTION 1214. Article Applicable to Paying Agents
    
    
    65SECTION 1215. Defeasance of this Article Twelve
    
    
    65ARTICLE THIRTEENSUBSIDIARY GUARANTEESSECTION 1301. Applicability of Article
    
    
    65SECTION 1302. Subsidiary Guarantees
    
    
    66SECTION 1303. Execution and Delivery of Notations of Subsidiary Guarantees
    
    
    67SECTION 1304. Release of Subsidiary Guarantors
    
    
    68SECTION 1305. Additional Subsidiary Guarantors
    
    
    68SECTION 1306. Limitation on Liability
    
    
    69ARTICLE FOURTEENSUBORDINATION OF SUBSIDIARY GUARANTEESSECTION 1401. Applicability of Article
    
    
    69SECTION 1402. Subsidiary Guarantees Subordinate to Senior Debt of Subsidiary
Guarantors
    
    
    69SECTION 1403. Payment Over of Proceeds Upon Dissolution, Etc.
    
    
    69SECTION 1404. No Payment When Senior Debt of such Subsidiary Guarantor in Default
    
    
    70SECTION 1405. Payment Permitted If No Default
    
    
    71SECTION 1406. Subrogation to Rights of Holders of Senior Debt of such Subsidiary
Guarantor
    
    
    71SECTION 1407. Provisions Solely to Define Relative Rights
    
    
    72SECTION 1408. Trustee to Effectuate Subordination
    
    
    72SECTION 1409. No Waiver of Subordination Provisions
    
    
    72SECTION 1410. Notice to Trustee
    
    
    73SECTION 1411. Reliance on Judicial Order or Certificate of Liquidating Agent
    
    
    74SECTION 1412. Trustee Not Fiduciary for Holders of Senior Debt of such Subsidiary
Guarantor
    
    
    74SECTION
1413. Rights of Trustee as Holder of Senior Debt of such Subsidiary Guarantor; Preservation of Trustees Rights
    
    
    74SECTION 1414. Article Applicable to Paying Agents
    
    
    74
 iv




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SECTION 1415. Defeasance of this Article Fourteen
    
    
    75ARTICLE FIFTEENDEFEASANCE AND COVENANT DEFEASANCESECTION 1501. Companys Option to Effect Defeasance or Covenant Defeasance
    
    
    75SECTION 1502. Defeasance and Discharge
    
    
    75SECTION 1503. Covenant Defeasance
    
    
    76SECTION 1504. Conditions to Defeasance or Covenant Defeasance
    
    
    76SECTION 1505. Deposited Money and U.S. Government Obligations to Be Held in Trust;
Miscellaneous Provisions
    
    
    78SECTION 1506. Reinstatement
    
    
    79ARTICLE SIXTEENSINKING FUNDSSECTION 1601. Applicability of Article
    
    
    79SECTION 1602. Satisfaction of Sinking Fund Payments with Securities
    
    
    79SECTION 1603. Redemption of Securities for Sinking Fund
    
    
    80[SCHEDULE I            SUBSIDIARY GUARANTORS]
 v




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OASIS PETROLEUM INC.
  INDENTURETRUST INDENTURE ACT SECTION
    
    SECTIONSection 310(a)(1)
    
    
    609(a)(2)
    
    
    609(a)(3)
    
    Not Applicable(a)(4)
    
    Not Applicable(b)
    
    
    608610Section 311(a)
    
    
    613(b)
    
    
    613Section 312(a)
    
    
    701702(b)
    
    
    702(c)
    
    
    702Section 313(a)
    
    
    703(b)
    
    
    703(c)
    
    
    703(d)
    
    
    703Section 314(a)
    
    
    704(a)(4)
    
    
    1011004(b)
    
    Not Applicable(c)(1)
    
    
    102(c)(2)
    
    
    102(c)(3)
    
    Not Applicable(d)
    
    Not Applicable(e)
    
    
    102Section 315(a)
    
    
    601(b)
    
    
    602(c)
    
    
    601(d)
    
    
    601(e)
    
    
    514Section 316(a)
    
    
    101(a)(1)(A)
    
    
    502512
 vi




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INDENTURETRUST INDENTURE ACT SECTION
    
    SECTION(a)(1)(B)
    
    
    513(a)(2)
    
    Not Applicable(b)
    
    
    508(c)
    
    
    104Section 317(a)(1)
    
    
    503(a)(2)
    
    
    504(b)
    
    
    1003Section 318(a)
    
    
    107
  vii




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INDENTURE Company Trustee
 RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS
 Securities
   NOW, THEREFORE, THIS INDENTURE WITNESSETH:
  ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
 Definitions.
     1




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Act
 Affiliate
 Authenticating Agent
 Board of Directors
 Board Resolution
 Business Day
 Capital Stock
 Commission
 2




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Common Stock
 Company
 Company Request Company Order
 Conversion Agent
 Corporate Trust Office [ ]
 Corporation
 Covenant Defeasance
 Debt
 Defaulted Interest
 Defeasance
 Depositary
 Event of Default
 Exchange Act
 Expiration Date
 Global Security
 Holder
 3




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Indenture
 interest
 Interest Payment Date
 Investment Company Act
 Maturity
 Notice of Default
 Officers Certificate
 Opinion of Counsel
 Original Issue Discount Security
 Outstanding
   4




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Paying Agent
 Person
 Place of Payment
 5




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Predecessor Security
 Redemption Date
 Redemption Price
 Regular Record Date
 Securities
 Securities Act
 Security Register Security Registrar
 Senior Debt
 Significant Subsidiary
 Special Record Date
 Stated Maturity
 Subsidiary
 6




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Subsidiary Guarantees
 Subsidiary Guarantors
 Trust Indenture Act
 Trustee
 U.S. Government Obligation
 Vice President
 Voting Stock
 Wholly Owned Subsidiary
 Compliance Certificates and Opinions.
  7




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Form of Documents Delivered to Trustee.
    Acts of Holders; Record Dates.
  8




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##### 



Act
     9




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10




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##### 



Notices, Etc., to Trustee and Company.
    Notice to Holders; Waiver.
   Conflict with Trust Indenture Act.
  11




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Effect of Headings and Table of Contents.
  Successors and Assigns.
  Separability Clause.
  Benefits of Indenture.
  Governing Law.
  Legal Holidays.
  No Recourse Against Others.
  12




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##### 



Indenture May Be Executed in Counterparts.
  ARTICLE TWO
SECURITY FORMS
 Forms Generally.
   Form of Face of Security.
 [ ]
  No.
    
    $
 Company          [
 13




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]
 [ ]
 [ ]
   14




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[ ]
  OASIS PETROLEUM INC.By: [
 ]
 Form of Reverse of Security .
 Securities Indenture [ ] Trustee [ ]
 [ [ ] [ ] [ ]
 Redemption
    
    RedemptionYear
    
    Price
    
    Year
    
    Price
 [ ] ]
 15




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[ [ ]
 Redemption Price For Redemption
    
    Redemption Price For RedemptionThrough Operation of the Sinking
    
    Otherwise Than Through OperationYear
    
    Fund
    
    of the Sinking Fund
 ]
 [ [ ] ]
 [ [ mandatory sinking fund ] [ ] [ ] [ ] ]
 [ ]
 [
 16




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##### 



]
  [ ]
 [ [ ] [ ] [ ] [ ] ]
 [ ]
 [ ]
  17




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##### 



18




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##### 



Form of Notation of Subsidiary Guarantee.
    [Insert Names of Subsidiary Guarantors]By:Title:
 Form of Legend for Global Securities.
   19




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Form of Trustees Certificate of Authentication.
   [],As TrusteeBy:Authorized Officer
 Form of Conversion Notice.
     Dated:Signature
  Social Security or otherTaxpayer Identification Number
 (Name)(Please print name and address)
 20




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*
    
    Participant in a recognized Signature Guarantee Medallion Program (or other signature acceptable
to the Trustee). ARTICLE THREE
THE SECURITIES
 Amount Unlimited; Issuable in Series.
        21




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##### 



22




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##### 



23




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##### 



Denominations.
  Execution, Authentication, Delivery and Dating.
       24




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##### 



Temporary Securities.
   25




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##### 



Registration, Registration of Transfer and Exchange.
 Security Register Security Registrar
      26




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##### 



Mutilated, Destroyed, Lost and Stolen Securities.
  27




---



##### 



Payment of Interest; Interest Rights Preserved.
  Defaulted Interest
 28




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Persons Deemed Owners.
  29




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##### 



Cancellation.
  Computation of Interest.
  ARTICLE FOUR
SATISFACTION AND DISCHARGE
 Satisfaction and Discharge of Indenture.
       30




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##### 



Application of Trust Money.
  ARTICLE FIVE
REMEDIES
 Events of Default.
 Event of Default
 31




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Notice of Default
    32




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##### 



33




---



##### 



Acceleration of Maturity; Rescission and Annulment.
          34




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##### 



Collection of Indebtedness and Suits for Enforcement by Trustee.
      Trustee May File Proofs of Claim.
   35




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##### 



Trustee May Enforce Claims Without Possession of Securities.
  Application of Money Collected.
     Limitation on Suits.
     36




---



##### 



Unconditional Right of Holders to Receive Principal, Premium and Interest.
  Restoration of Rights and Remedies.
  Rights and Remedies Cumulative.
  37




---



##### 



Delay or Omission Not Waiver.
  Control by Holders.
    Waiver of Past Defaults.
     Undertaking for Costs.
  38




---



##### 



Waiver of Usury, Stay or Extension Laws.
  ARTICLE SIX
THE TRUSTEE
 Certain Duties and Responsibilities.
  Notice of Defaults.
  Certain Rights of Trustee.
   39




---



##### 



Not Responsible for Recitals or Issuance of Securities.
  40




---



##### 



May Hold Securities.
  Money Held in Trust.
  Compensation and Reimbursement.
     Conflicting Interests.
   41




---



##### 



Corporate Trustee Required; Eligibility.
  Resignation and Removal; Appointment of Successor.
         42




---



##### 



Acceptance of Appointment by Successor.
   43




---



##### 



Merger, Conversion, Consolidation or Succession to Business.
  44




---



##### 



Preferential Collection of Claims Against Company and Subsidiary Guarantors.
  Appointment of Authenticating Agent.
    45




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##### 



[],As TrusteeBy:As Authenticating AgentBy:Authorized Officer
 ARTICLE SEVEN
HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
 Company to Furnish Trustee Names and Addresses of Holders.
     46




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Preservation of Information; Communications to Holders.
    Reports by Trustee.
   Reports by Company and Subsidiary Guarantors.
  ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
 Company May Consolidate, Etc., Only on Certain Terms.
  47




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##### 



Successor Company
     Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms.
  48




---



##### 



Successor
Subsidiary Guarantor
  Successor Substituted.
   ARTICLE NINE
SUPPLEMENTAL INDENTURES
 Supplemental Indentures Without Consent of Holders.
  49




---



##### 



50




---



##### 



Supplemental Indentures With Consent of Holders.
     51




---



##### 



Execution of Supplemental Indentures.
  Effect of Supplemental Indentures.
  Conformity with Trust Indenture Act.
  Reference in Securities to Supplemental Indentures.
  52




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##### 



ARTICLE TEN
COVENANTS
 Payment of Principal, Premium and Interest.
  Maintenance of Office or Agency.
   53




---



##### 



Money for Securities Payments to Be Held in Trust.
      54




---



##### 



Statement by Officers as to Default.
   Existence.
  Maintenance of Properties.
  55




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##### 



Payment of Taxes and Other Claims.
  Maintenance of Insurance.
  Waiver of Certain Covenants.
  ARTICLE ELEVEN
REDEMPTION OF SECURITIES
 Applicability of Article.
  Election to Redeem; Notice to Trustee.
  56




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##### 



Selection by Trustee of Securities to Be Redeemed.
     57




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##### 



Notice of Redemption.
          Deposit of Redemption Price.
  58




---



##### 



Securities Payable on Redemption Date.
   Securities Redeemed in Part.
  ARTICLE TWELVE
SUBORDINATION OF SECURITIES
 Applicability of Article.
  Securities Subordinate to Senior Debt.
  59




---



##### 



Payment Over of Proceeds Upon Dissolution, Etc.
 Proceeding Junior Subordinated Payment Securities Payment
  60




---



##### 



No Payment When Senior Debt of the Company in Default.
  Senior Payment Default
 Payment Blockage Period
 61




---



##### 



Senior Nonmonetary Default
   Payment Permitted If No Default.
  Subrogation to Rights of Holders of Senior Debt of the Company.
  62




---



##### 



Provisions Solely to Define Relative Rights.
  Trustee to Effectuate Subordination.
  No Waiver of Subordination Provisions.
   63




---



##### 



Notice to Trustee.
   Reliance on Judicial Order or Certificate of Liquidating Agent.
  64




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##### 



Trustee Not Fiduciary for Holders of Senior Debt of the Company.
  Rights of Trustee as Holder of Senior Debt of the Company; Preservation of
Trustees Rights.
   Article Applicable to Paying Agents.
  Defeasance of this Article Twelve.
  ARTICLE THIRTEEN
SUBSIDIARY GUARANTEES
 Applicability of Article.
  65




---



##### 



Subsidiary Guarantees.
   66




---



##### 



Execution and Delivery of Notations of Subsidiary Guarantees.
  67




---



##### 



Release of Subsidiary Guarantors.
  Additional Subsidiary Guarantors.
  68




---



##### 



Limitation on Liability.
  ARTICLE FOURTEEN
SUBORDINATION OF SUBSIDIARY GUARANTEES
 Applicability of Article.
  Subsidiary Guarantees Subordinate to Senior Debt of Subsidiary Guarantors.
   Payment Over of Proceeds Upon Dissolution, Etc.
 Guarantor Proceeding
 69




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##### 



Guarantor Junior Subordinated Payment Guarantee Payment
   No Payment When Senior Debt of such Subsidiary Guarantor in Default.
  70




---



##### 



Payment Permitted If No Default.
  Subrogation to Rights of Holders of Senior Debt of such Subsidiary Guarantor.
  71




---



##### 



Provisions Solely to Define Relative Rights.
  Trustee to Effectuate Subordination.
  No Waiver of Subordination Provisions.
  72




---



##### 



Notice to Trustee.
   73




---



##### 



Reliance on Judicial Order or Certificate of Liquidating Agent.
  Trustee Not Fiduciary for Holders of Senior Debt of such Subsidiary
Guarantor.
  Rights of Trustee as Holder of Senior Debt of such Subsidiary Guarantor;
Preservation of Trustees Rights.
   Article Applicable to Paying Agents.
  74




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##### 



Defeasance of this Article Fourteen.
  ARTICLE FIFTEEN
DEFEASANCE AND COVENANT DEFEASANCE
 Companys Option to Effect Defeasance or Covenant Defeasance.
  Defeasance and Discharge.
 Defeasance
 75




---



##### 



Covenant Defeasance.
 Covenant Defeasance
 Conditions to Defeasance or Covenant Defeasance.
  U.S. Government Obligation
 76




---



##### 



77




---



##### 



Deposited Money and U.S. Government Obligations to Be Held in Trust;
Miscellaneous Provisions.
 Trustee
   78




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##### 



Reinstatement.
  ARTICLE SIXTEEN
SINKING FUNDS
 Applicability of Article.
   Satisfaction of Sinking Fund Payments with Securities.
  79




---



##### 



Redemption of Securities for Sinking Fund.
   80




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##### 



ISSUER:OASIS PETROLEUM INC.By:Name:Title:SUBSIDIARY GUARANTORS:[INSERT SUBSIDIARY GUARANTORS]By:Name:Title:TRUSTEE:[],as TrusteeBy:Name:Title:
 [ ]




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##### 



SCHEDULE I
 SUBSIDIARY GUARANTORS
 SUBSIDIARY
    
    STATE OF ORGANIZATION[Insert Subsidiary Guarantors]